Wheeler Real Estate Investment Trust披露Series D优先股赎回及可转债转换价格调整

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

  CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): September 30, 2026

 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)  

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Securities registered pursuant to Section 12(b) of the Act:

Item 3.02 Unregistered Sales of Equity Securities

On September 30, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 161,700 shares of its common stock, $0.01 par value per share (the “Common Stock”), to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. (together, the “Stilwell Investors”) in separate exchanges for an aggregate amount of 30,800 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 7,700 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors. The transactions involved the issuance of twenty-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the Stilwell Investors in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.

Item 3.03. Material Modification to Rights of Security Holders

Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of the “Company's Series D Preferred Stock is incorporated herein by reference.

For the October redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s Common Stock was approximately $4.96. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $2.73 per share of Common Stock (approximately 9.17 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.96.

Item 8.01 Other Events

Results of October 2026 Series D Preferred Stock Redemptions

•The 37th monthly “Holder Redemption Date” occurred on October 5, 2026.

•The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,450 shares of Series D Preferred Stock for a redemption price of approximately $41.96 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the October 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 46,133 shares of its Common Stock.

•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the October 5, 2026 Holder Redemption Date was approximately $4.96.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 450 redemption requests, collectively redeeming 1,832,678 shares of Series D Preferred Stock.

•The Company has issued approximately 99,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of October 5, 2026, the Company had 1,506,932 shares of Common Stock and 1,703,374 shares of Series D Preferred Stock outstanding.

November 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is October 25, 2026.

•The next monthly Holder Redemption Date will occur on November 5, 2026.

•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 6, 2026